NEW JERSEY CHINESE COMMUNITY CENTER VS. CENTRAL JERSEY COLLEGE PREP CHARTER SCHOOL (L-1444-15, SOMERSET COUNTY AND STATEWIDE) ( 2017 )

NOT FOR PUBLICATION WITHOUT THE
APPROVAL OF THE APPELLATE DIVISION
This opinion shall not "constitute precedent or be binding upon any court."
Although it is posted on the internet, this opinion is binding only on the
parties in the case and its use in other cases is limited. R. 1:36-3.
SUPERIOR COURT OF NEW JERSEY
APPELLATE DIVISION
DOCKET NO. A-0769-16T3
NEW JERSEY CHINESE COMMUNITY
CENTER,
Plaintiff-Appellant,
v.
CENTRAL JERSEY COLLEGE PREP
CHARTER SCHOOL,
Defendant-Respondent.
______________________________________
Argued November 14, 2017 – Decided December 1, 2017
Before Judges Fisher, Fasciale and Sumners.
On appeal from Superior Court of New Jersey,
Law Division, Somerset County, Docket No.
L-1444-15.
Cynthia M. Hwang argued the cause for
appellant.
Arthur L. Skaar, Jr., argued the cause for
respondent.
PER CURIAM
The trial of this tenancy action focused on a disagreement
about the scope of the premises leased by plaintiff New Jersey
Chinese Community Center (landlord) to defendant Central Jersey
College Prep Charter School (tenant). At the trial's conclusion,
the judge recognized that the written lease's description of the
premises was ambiguous, and he found, based on the parties'
intentions and their subsequent actions, that the disputed area
was part of the leased premises. Because our standard of review
compels deference to the trial judge's findings of fact, Rova
Farms Resort, Inc. v. Inv'rs Ins. Co. of Am., 65 N.J. 474, 484
(1974), we affirm the dismissal of the landlord's tenancy action
substantially for the reasons set forth by Judge Kevin M. Shanahan
in his well-reasoned written decision.
The judge found that the landlord owns a building on
Schoolhouse Road in Somerset. Part of that building was leased to
the tenant in 2008. The parties' written lease defines the leased
premises as "some 45,000 square feet [of] space and facilities of
the southern portion of the building"; in attempting to elaborate,
"[a] copy of the floor plan indicating the space is hereto attached
and highlighted" was appended. This floor plan depicted areas that
were highlighted in both yellow and red. There is no dispute that
the yellow-highlighted area was leased to the tenant and that un-
highlighted areas were not leased. Only a single red-highlighted
area was disputed: the landlord claims the red area was not leased,
and the tenant claims it was.
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Judge Shanahan found the lease failed to provide an
unambiguous designation of the leased premises. The lease did not
clearly express whether the red area was within or without the
leased area. For example, the lease didn't declare that the leased
premises are or are not "highlighted in yellow" or "that the area
in red" is or is not "part of the leased premises." The lease
stated only that the leased premises were "highlighted." This
unclear description created the ambiguity the judge was required
to resolve through an examination of parol evidence and an
application of the common law's familiar canons of contract
interpretation.
The judge observed, as the Court held in Tessmar v. Grosner,
23 N.J. 193, 201 (1957), that, in ascertaining the contracting
parties' common intentions, he was required to consider "the
relations of the parties, the attendant circumstances, and the
objects they were trying to attain" with an understanding that the
lease "must be construed in the context of the circumstances under
which it was entered into"; in addition, because of the ambiguity,
the judge was required to "accord[]" the contract "a rational
meaning in keeping with the express general purpose."
Judge Shanahan ultimately endorsed the tenant's contention
that the disputed area – the area highlighted in red – was part
of the leased premises. The judge first recognized that another
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paragraph in the lease obligated the tenant "to be responsible for
cost of approvals and construction for interior alterations
affecting the leased premises," and the sentence that immediately
followed in that same paragraph contained the landlord's agreement
"to permit [t]enant to construct a gymnasium." Finding a
relationship between these provisions, the judge found that
"shortly after the [l]ease's inception" the tenant "began to
physically convert" a portion of the leased premises "into a
gymnasium." And he further linked that agreement and those actions
to the disputed area because the disputed area was the only
conceivable space that had "ceilings high enough for a gymnasium."
In short, the landlord promised that the tenant could construct a
gymnasium in the leased premises and the only area that could be
so converted was the disputed area highlighted in red; if that
were not so, the authorization given by the landlord to the tenant
to physically convert a portion of the property into a gym would
have been nonsensical. Judge Shanahan also determined that the
disputed, red-highlighted area was in fact used by the tenant as
a gymnasium from the lease's outset – a finding that further
illuminated the parties' agreement about the scope of the leased
premises. In short, the events that followed the lease's
commencement fully supported the judge's determination that the
parties intended from the beginning that the disputed area fell
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within the original description of the leased premises. Michaels
v. Brookchester, Inc., 26 N.J. 379, 388 (1958) (recognizing that
"[w]here ambiguity exists, the subsequent conduct of the parties
in the performance of the agreement may serve to reveal their
original understanding"). Any other interpretation, in light of
the parties' conduct, would have rendered meaningless the
provisions regarding the conversion of portions of the leased
premises and the obligation of the tenant to obtain approval for
any modifications.
For these reasons, as well as the findings the judge made in
examining the later lease amendments and the conduct of the parties
starting in 2013, the judge concluded that the disputed, red-
highlighted area was part of the leased premises. Those findings
command our deference. Rova Farms, supra, 65 N.J. at 484. Because
the resolution of the dispute about the scope of the leased
premises was determinative of the landlord's cause of action, the
judge properly dismissed the complaint.
Affirmed.
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